MANULIFE FINANCIAL CORPORATION SUBORDINATED DEBT SECURITIES UNDERWRITING AGREEMENT

EXECUTION VERSION

MANULIFE FINANCIAL CORPORATION

SUBORDINATED DEBT SECURITIES

February 21, 2017

To the Underwriters named in Schedule II hereto

Ladies and Gentlemen:

Manulife Financial Corporation, a Canadian corporation incorporated under the Insurance Companies Act (Canada) (the "Company"), proposes to issue and sell to the underwriters named in Schedule II hereto (the "Underwriters") the aggregate principal amounts of its 4.061% Subordinated Notes due 2032 set forth in Schedule I hereto (the "Securities"), to be issued pursuant to the provisions of a subordinated indenture dated as of February 21, 2017 (the "Base Indenture") among the Company, The Bank of New York Mellon, as U.S. trustee (the "U.S. Trustee"), and BNY Trust Company of Canada, as Canadian trustee (the "Canadian Trustee" and, together with the U.S. Trustee, the "Trustees" and each, a "Trustee"), as amended and supplemented by a first supplemental indenture thereto relating to the Securities, to be dated as of the Closing Date (as defined in Section 4 hereof), among the Company and the Trustees (the "First Supplemental Indenture" and, together with the Base Indenture, as so amended and supplemented, the "Indenture"). Citigroup Global Markets Inc., ▇.▇. ▇▇▇▇▇▇ Securities LLC and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC shall act as representatives of the several Underwriters (the "Representatives").

with all documents filed in connection therewith and all documents incorporated by reference therein); no other document pertaining to such final short form base shelf prospectus or document incorporated by reference therein has been filed with the Reviewing Authority as principal regulator and with each of the other Canadian Securities Regulators except for any documents heretofore delivered to the Representatives; no order having the effect of ceasing or suspending the distribution of the Shelf Securities (including the Securities) has been issued by the Reviewing Authority or any other Canadian Securities Regulator and no proceeding for that purpose has been initiated or, to the knowledge of the Company, threatened by the Reviewing Authority or any other Canadian Securities Regulator (the final short form base shelf prospectus, as most recently amended, if applicable, filed with the Reviewing Authority as principal regulator and with each of the other Canadian Securities Regulators on or before the date of this Agreement for which a receipt has been obtained from the Reviewing Authority for and on behalf of itself and each of the other Canadian Securities Regulators pursuant to the Passport System being hereinafter called the "Canadian Basic Prospectus").  The preliminary prospectus supplement relating to the offering of the Securities which excludes certain pricing information and other final terms of the Securities, together with the Canadian Basic Prospectus, is hereinafter called the "Canadian Preliminary Prospectus"; the final prospectus supplement relating to the offering of the Securities which includes the pricing and other information omitted from the Canadian Preliminary Prospectus, to be filed with the Reviewing Authority as principal regulator and with each of the other Canadian Securities Regulators in accordance with the Shelf Procedures and in accordance with Section 6(a) hereof, together with the Canadian Basic Prospectus, is hereinafter called the "Canadian Prospectus".  As used herein, the terms "Canadian Basic Prospectus," "Canadian Preliminary Prospectus," and "Canadian Prospectus" shall include the documents, if any, incorporated by reference therein.

 

 

statement as of the Effective Date ("430B Information"), is hereinafter called the "Registration Statement"); "Effective Date" means the effective date of the Registration Statement pursuant to Rule 430B under the Securities Act for purposes of liability under Section 11 of the Securities Act of the Company or the Underwriters with respect to the offering of the Securities; the base prospectus relating to the Shelf Securities filed as part of the Registration Statement, in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement, is hereinafter called the "Basic Prospectus"; the Basic Prospectus, as supplemented by the preliminary prospectus supplement specifically relating to the Securities, in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement, is hereinafter referred to as the "Preliminary Prospectus".  For purposes of this Agreement, "free writing prospectus" has the meaning set forth in Rule 405 under the Securities Act, "Time of Sale Prospectus" means the Preliminary Prospectus together with the final term sheet substantially in the form set forth in Schedule IV hereto and the other free writing prospectuses, if any, each identified in Schedule I hereto, "electronic road shows" means any "bona fide electronic road show" as defined in Rule 433(h)(5) under the Securities Act, and "Prospectus" means the final prospectus supplement relating to the offering of the Securities that discloses the public offering price and other 430B Information and other final terms of the Securities, together with the Basic Prospectus, filed with the Commission pursuant to General Instruction II.L. of Form F-10 in accordance with Section 6(a) hereof.  As used herein, the terms "Basic Prospectus," "Preliminary Prospectus," "Time of Sale Prospectus" and "Prospectus" shall include the documents, if any, incorporated by reference therein as of the relevant time.

 

The Terms "supplement," "amendment," and "amend" as used herein with respect to the Registration Statement, the Canadian Basic Prospectus, the Canadian Preliminary Prospectus, the Canadian Prospectus, the Basic Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus, the Prospectus or any free writing prospectus shall include any document subsequently filed by the Company pursuant to the Shelf Procedures or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, that are deemed to be incorporated by reference therein.  As used herein, "Basic Prospectuses" shall mean, collectively, the Canadian Basic Prospectus and the Basic Prospectus; "Preliminary Prospectuses" shall mean, collectively, the Canadian Preliminary Prospectus and the Preliminary Prospectus; and "Prospectuses" shall mean, collectively, the Canadian Prospectus and the Prospectus.

 

dates, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions contained in the Canadian Preliminary Prospectus, the Canadian Prospectus, the Time of Sale Prospectus or the Prospectus, as amended or supplemented, if applicable, made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein as of the relevant time.

 

were made, not misleading, (iv) each electronic road show, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (v) the Prospectus, as amended or supplemented, if applicable, as of the date of the final prospectus specifically relating to the Securities and as of the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to (A) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein or (B) that part of the Registration Statement that constitutes the Form T-1.  As of the respective date of each and on the Closing Date, the Preliminary Prospectus conforms in all material respects to the Canadian Preliminary Prospectus, and the Prospectus, as amended or supplemented, if applicable, will conform in all material respects to the Canadian Prospectus, as amended or supplemented, if applicable, in each case except for such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the Commission.  The Form F-X filed by the Company conforms in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act.

 

(i)	any of the terms, conditions or provisions of the by-laws, constating documents or resolutions of the shareholders or directors (or any committee thereof) of the Company or any Significant Subsidiary;

(iii)

any statute, regulation or rule applicable to the Company or any Significant Subsidiary, or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any Significant Subsidiary, except for breaches or violations which would not have a Material Adverse Effect.

 

 

the due authorization, execution and delivery thereof by the Trustees, will constitute a legal, valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, fraudulent conveyances, reorganization or similar laws affecting creditors' rights generally and general principles of equity and subject to the qualifications that equitable remedies may only be granted in the discretion of a court of competent jurisdiction.

 

 

disclosed in Note 2(a) to the Company's consolidated financial statements for the year ended December 31, 2016) throughout the periods involved.

 

Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof.  Delivery of the Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct and agree to with the Company.

 

 

"nationally recognized statistical rating organization," as such term is defined in Section 3(a)(62) of the Exchange Act; and

(ii)

there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus that, in the judgment of the Representatives, is material and adverse and that makes it, in the judgment of the Representatives, impracticable to market the Securities on the terms and in the manner contemplated in the Time of Sale Prospectus.

The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened.

 

The opinions of counsel for the Company described in subsections (d) and (e) above shall be rendered to the Underwriters at the request of the Company and shall so state therein.

 

to the Canadian Preliminary Prospectus or Canadian Prospectus has been filed or receipted, when any supplement to the Canadian Preliminary Prospectus or Canadian Prospectus has been filed, when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Preliminary Prospectus or the Prospectus has been filed, in each case, as applicable, with the Reviewing Authority and each of the other Canadian Securities Regulators or the Commission, (B) of the issuance by the Reviewing Authority or the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or the effectiveness of the Registration Statement, (C) of the suspension of the qualification of the Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for any such purpose, or (D) of any request by the Reviewing Authority and each of the other Canadian Securities Regulators or the Commission for the amending or supplementing of the Registration Statement, the Basic Prospectuses, the Preliminary Prospectuses, the Time of Sale Prospectus or the Prospectuses or for additional information relating to the Securities; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to promptly use its best efforts to obtain the withdrawal of such order.

(f) If the Time of Sale Prospectus is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if any event shall occur or

condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus or to file under Canadian Securities Laws or the Exchange Act any document incorporated by reference in the Time of Sale Prospectus in order to comply with Canadian Securities Laws, the Securities Act, the Exchange Act or the Trust Indenture Act, forthwith to notify the Representatives and, upon the request of the Representatives, prepare, file with the Reviewing Authority or the Commission, as applicable, and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances when delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law.

(i) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees,

 

 

 

 

 

the Company in writing by such Underwriter through the Representatives expressly for use therein.

 

 

includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding.

 

If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase the Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Underwriters' Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the Securities to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount of Securities set forth opposite their respective names in Schedule II bears to the aggregate principal amount of Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided, that in no event shall the principal amount of Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such principal amount of Securities without the written consent of such Underwriter.  If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase the Securities and the aggregate principal amount of Securities with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Securities to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company.  In any such case either the Representatives or the Company shall have the right to postpone the Closing Date,

but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, the Time of Sale Prospectus or the Prospectuses, as amended or supplemented, if applicable, or in any other documents or arrangements may be effected.  Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

(i)	the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon;

(ii)	the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of the Representatives or another person, and the issue to or conferral on the Company of such shares, securities or obligations;

(iii)

the cancellation of the BRRD Liability; or

 

relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time;

"Bail-in Powers" means any Write-down and Conversion Powers as defined in the EU Bail-in Legislation Schedule, in relation to the relevant Bail-in Legislation;

"BRRD" means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms;

"BRRD Liability" means a liability in respect of which the relevant Write Down and Conversion Powers in the applicable Bail-in Legislation may be exercised;

"EU Bail-in Legislation Schedule" means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time at ▇▇▇▇://▇▇▇.▇▇▇.▇▇.▇▇▇/▇▇▇▇▇.▇▇▇▇?▇▇▇▇▇ (or any such successor webpage); and

"Relevant Resolution Authority" means the resolution authority with the ability to exercise any Bail-in Powers in relation to a particular Representative.

 

 

 
such Underwriter or controlling person may in accordance with normal banking procedures purchase United States dollars with such other currency.  If the United States dollars so purchased are less than the sum originally due to such Underwriter or controlling person hereunder, the Company agrees as a separate obligation and notwithstanding any such judgment, to indemnify such Underwriter or controlling person against such loss.  If the United States dollars so purchased are greater than the sum originally due to such Underwriter or controlling person hereunder, such Underwriter or controlling person agrees to pay to the Company an amount equal to the excess of the dollars so purchased over the sum originally due to such Underwriter or controlling person hereunder.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SCHEDULE I

 

 

 

 

 

 

SCHEDULE II

 

 

SCHEDULE III

SIGNIFICANT SUBSIDIARIES

 

 

 

 

 

 

 

 

 

 

 

SCHEDULE IV

Free Writing Prospectus

(To Preliminary Prospectus Supplement dated February 21, 2017 and Prospectus dated December 17, 2015)

 

MANULIFE FINANCIAL CORPORATION
US$750,000,000 4.061% SUBORDINATED NOTES DUE 2032
FINAL TERM SHEET

FEBRUARY 21, 2017

This term sheet should be read together with the Preliminary Prospectus Supplement, dated February 21, 2017 (the "Preliminary Prospectus Supplement"), and related registration statement (including a base shelf prospectus dated December 17, 2015, and together with the Preliminary Prospectus Supplement, the "Prospectus"). This term sheet is qualified in its entirety by reference to the Prospectus. The information in this term sheet supplements the Prospectus and supersedes the information in the Prospectus to the extent inconsistent with the information in the Prospectus. Unless otherwise indicated, terms used but not defined herein have the meanings assigned to such terms in the Prospectus.

 

 

 

Screen Page on the Reset Interest Determination Date, the Reset Reference Bank Rate on the Reset Interest Determination Date, in either case, as determined by the Company, whose determination will be final and binding.   "Reset Screen Page" means Bloomberg page "USISDA05" (or any successor page or, if a successor page is unavailable, the equivalent page of Reuters or any comparable provider) as at 11:00 a.m. (New York time).   "Reset Interest Determination Date" means the day falling two Business Days prior to the Reset Date.   "Reset Reference Bank Rate" means the percentage rate determined on the basis of the 5-Year Mid-Swap Rate Quotation provided by five leading swap dealers in the interbank market (selected by the Company) to the Company at approximately 11:00 a.m. (New York time) on the Reset Interest Determination Date. If at least three quotations are provided, the 5-Year Mid-Swap Rate will be the arithmetic mean of the quotations calculated by the Company, eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest). If only two quotations are provided, the 5-Year Mid-Swap Rate will be the arithmetic mean calculated by the Company of the quotations provided. If only one quotation is provided, the 5-Year Mid-Swap Rate will be the quotation provided. If no quotations are provided, the 5-Year Mid-Swap Rate shall be equal to the last available 5-year semi-annual mid-swap rate on the Reset Screen Page.   "5-Year Mid-Swap Rate Quotation" means, in each case, the arithmetic mean of the bid and offered rates for the semi-annual fixed leg (calculated by the Company on a basis of a 360-day year consisting of twelve 30-day months) of a fixed-for-floating U.S. dollar interest rate swap which (i) has a term of five years commencing on the Reset Date, (ii) is in an amount that is representative of a single transaction in the relevant market at the relevant time with an acknowledged dealer of good credit in the swap market and (iii) has a floating leg based on the 3-month U.S. dollar LIBOR (calculated by the Company on the basis of the actual number of days elapsed in a 360-day year).

 

 

 

 

 

 

 

 

The Company has filed a registration statement (including a base shelf prospectus dated December 17, 2015) and a preliminary prospectus supplement dated February 21, 2017 (including the base shelf prospectus, the "Prospectus") with the SEC for the offering to which this communication relates. Before you invest, you should read the Prospectus and the documents incorporated therein by reference that the Company has filed with the SEC for more complete information about the Company and this offering. You can obtain these documents for free by visiting ▇▇▇▇▇ on the SEC website at ▇▇▇.▇▇▇.▇▇▇. Alternatively, the Company or any underwriter participating in the offering will arrange to send you the Prospectus and any document incorporated therein by reference if you request such documents by contacting Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Telephone: (▇▇▇) ▇▇▇-▇▇▇▇, E-mail: ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇, ▇.▇. ▇▇▇▇▇▇ Securities LLC, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Investment Grade Syndicate Desk – 3rd floor, Tel: (▇▇▇) ▇▇▇-▇▇▇▇, or ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Prospectus Department, Telephone: (▇▇▇) ▇▇▇-▇▇▇▇, E-mail: ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.

 

 

 

 

 

 

 

EXHIBIT A-1

FORM OF OPINION OF TORYS LLP

(To be delivered pursuant to Section 5(d)

of the Underwriting Agreement)

 

1.	The Company has been incorporated and is existing under the ICA.

2.	The Company has the corporate power and capacity to carry on its business as now conducted and as currently proposed to be conducted, to own, lease and operate its property and assets and to execute, deliver and perform its obligations under the Underwriting Agreement and the Indenture.

3.	MLI has been amalgamated and is existing under the ICA.

4.	MLI has the corporate power and capacity to carry on its business as now conducted and as currently proposed to be conducted, and to own, lease and operate its property and assets.

5.

The authorized capital of the Company consists of (a) an unlimited number of Common Shares, (b) an unlimited number of Class A Shares, issuable in series, of which (A) one has been designated as "Class A Shares Series 2" and (B) one has been designated as "Class A Shares Series 3", (c) an unlimited number of Class 1 Shares, issuable in series, of which (A) one has been designated as "Class 1 Shares Series 3", (B) one has been designated as "Class 1 Shares Series 4", (C) one has been designated as "Class 1 Shares Series 5", (D) one has been designated as "Class 1 Shares Series 6", (E) one has been designated as "Class 1 Shares Series 7", (F) one has been designated as "Class 1 Shares Series 8", (G) one has been designated as "Class 1 Shares Series 9", (H) one has been designated as "Class 1 Shares Series 10", (I) one has been designated as "Class 1 Shares Series 11", (J) one has been designated as "Class 1 Shares Series 12", (K) one has been designated as "Class 1 Shares Series 13", (L) one has been designated as "Class 1 Shares Series 14", (M) one has been designated as "Class 1 Shares Series 15", (N) one has been designated as "Class 1 Shares Series 16", (O) one has been designated as "Class 1 Shares Series 17", (P) one has been designated as "Class 1 Shares Series 18", (Q) one has been designated as "Class 1 Shares Series 19", (R) one has been designated as "Class 1 Shares Series 20", (S) one has been designated as "Class 1 Shares Series 21", (T) one has been designated as "Class 1 Shares Series 22", (U) one has been designated as "Class 1 Shares Series 23", and (V) one has been designated as "Class 1 Shares Series 24" and (d) an unlimited number of Class B Shares, issuable in series.

6.	The Company is a "reporting issuer" in the Province of Ontario under the OSA and is not in default of any requirements of the OSA and the regulations thereunder.

7.	The Underwriting Agreement has been duly authorized by the Company, and, to the extent execution and delivery is a matter governed by the laws of the Province of Ontario or the federal laws of Canada applicable therein, executed and delivered by the Company.

 

8.

The Securities have been duly authorized by the Company and, assuming that the Securities have been duly authenticated by the U.S. Trustee in the manner described in the Indenture and under New York Law (as defined below), the Securities have been, to the extent issuance, execution and delivery are matters governed by the laws of the Province of Ontario or the federal laws of Canada applicable therein, duly issued, executed and delivered by the Company and the Securities, with respect to the provisions thereof governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, constitute legal, valid and binding obligations of the Company enforceable against the Company in accordance with their terms.

9.

The Base Indenture has been duly authorized by the Company and, to the extent execution and delivery are matters governed by the laws of the Province of Ontario or the federal laws of Canada applicable therein, duly executed and delivered by the Company and the Base Indenture, with respect to the provisions thereof governed by the laws of the province of Ontario and the federal laws of Canada applicable therein, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

10.

The First Supplemental Indenture has been duly authorized by the Company and, to the extent execution and delivery are matters governed by the laws of the Province of Ontario or the federal laws of Canada applicable therein, duly executed and delivered by the Company and the First Supplemental Indenture, with respect to the provisions thereof governed by the laws of the province of Ontario and the federal laws of Canada applicable therein, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

11.

The global certificate representing the Securities has been duly authorized by the Company and, to the extent execution and delivery are matters governed by the laws of the Province of Ontario or the federal laws of Canada applicable therein, assuming that the Securities have been duly authenticated by the U.S. Trustee in the manner provided for in the Indenture, duly executed and delivered by the Company and the global certificate representing the Securities, with respect to the provisions thereof governed by the laws of the province of Ontario and the federal laws of Canada applicable therein, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

12.

The execution and delivery of the Underwriting Agreement and the Indenture, the fulfillment of the terms of the Underwriting Agreement and the Indenture by the Company, and the issuance, sale and delivery of the Securities do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under:

(a)	any of the terms, conditions or provisions of the by-laws, constating documents or resolutions of the shareholders or directors (or any committee thereof) of the Company;

 

(b)	any law, statute, regulation or rule applicable to the Company; or

(c)	any of the terms of the material debt agreements of the Company listed in Schedule 2.

13.

The Indenture and the issuance of the Securities thereunder comply, to the extent applicable, with the provisions of the ICA and the OBCA; no registration, filing or recording of the Indenture under the laws of the Province of Ontario or the federal laws of Canada applicable therein is necessary or required for the issue of the Securities or the consummation of the transactions contemplated by the Underwriting Agreement or the Indenture.  All necessary documents have been filed, all necessary proceedings have been taken by the Company and all necessary authorizations, approvals, permits, consents and orders have been obtained under Ontario Securities Laws to permit the Securities to be issued, offered, sold and delivered pursuant to the U.S. Canadian Multi-Jurisdictional Disclosure System ("MJDS") in the United States; and no other consent, approval, authorization, license, order, registration, qualification or decree of or with any government, governmental instrumentality, authority or agency or court of Canada or the Province of Ontario is required for such issuance, offering, sale or delivery of the Securities pursuant to MJDS in the United States or the consummation by the Company of the transactions contemplated by the Underwriting Agreement, except such as have been obtained.

14.

There are no reports or other information that in accordance with the requirements of the Reviewing Authority must be made publicly available in connection with the offering of the Securities that have not been made publicly available as required, and there are no documents required to be filed with the Reviewing Authority in connection with the Canadian Prospectus that have not been filed as required.

15.

Other than as set forth in the Canadian Prospectus, to our knowledge, there is no action, proceeding or investigation pending or threatened by or against the Company or any of its Significant Subsidiaries, at law or in equity, before or by any federal, provincial, state, municipal or other governmental department, commission, board or agency, domestic or foreign, which questions the validity of the issuance of the Securities or of any action taken or to be taken by the Company pursuant to the Underwriting Agreement or in connection with the issuance of the Securities.

16.	All necessary corporate action has been taken by the Company to authorize the execution and delivery of the Canadian Prospectus.

17.

A receipt has been obtained from the Reviewing Authority in respect of the Canadian Basic Prospectus and, to our knowledge, the Reviewing Authority has not revoked such receipt and no order suspending the distribution of the Securities has been issued by the Reviewing Authority and no proceeding for that purpose has been initiated or threatened by the Reviewing Authority.

 

 

 

18.

The Canadian Prospectus (excluding the financial statements, other financial data included or incorporated therein or omitted therefrom, as to which we express no opinion, and excluding the documents incorporated by reference in the Canadian Prospectus) appears on its face to have been appropriately responsive in all material respects to the requirements of Ontario Securities Laws as interpreted by the Reviewing Authority and the requirements of Ontario Securities Laws for a public distribution in the United States only of securities pursuant to Companion Policy 71-101CP — To National Instrument 71-101 The Multijurisdictional Disclosure System.

19.

Each document incorporated by reference in the Canadian Prospectus (excluding the financial statements and notes thereto, the financial statement schedules and other financial data included or incorporated by reference therein or omitted therefrom, as to which we do not express any opinion), when such document was filed with the Reviewing Authority, appear on their face to have been appropriately responsive in all material respects to the requirements of Ontario Securities Laws as interpreted by the Reviewing Authority.

20.	The Company is eligible to file a short form prospectus with the Reviewing Authority and use the Shelf Procedures in respect of the Securities.

21.	The Canadian Prospectus has been filed with the Reviewing Authority in the manner and within the time period required by the Shelf Procedures.

22.

The statements in the Registration Statement under Part II of the registration statement on Form F-10 under the heading "Indemnification of Directors and Officers", insofar as such statements constitute statements of the laws of the Province of Ontario or the federal laws of Canada applicable therein or purport to summarize provisions of agreements or instruments, have been reviewed by us and fairly summarize the matters described therein and are accurate in all material respects.

23.	The form of global certificate representing the Securities has been approved by the Company and complies with the provisions of the ICA.

24.	The attributes and characteristics of the Securities conform in all material respects with the statements relating thereto contained in the Canadian Prospectus.

25.

The statements in the Canadian Prospectus under the headings "ICA Restrictions and Approvals", "Constraints on Shares", "Enforceability of Civil Liabilities" and "Statutory and Contractual Rights of Withdrawal and Rescission Applicable to Canadian Investors", insofar as such statements constitute statements of Canadian federal or Ontario law, have been reviewed by us and fairly summarize the matters described therein and are accurate in all material respects.

26.	The statements in the Canadian Prospectus under the heading "Additional Restrictions on Declaration of Dividends", insofar as such statements purport to summarize provisions of agreements or instruments, provide, in all material respects, a fair summary of such agreements or instruments.

 

 

27.

The statements in the Canadian Prospectus under the heading "Description of the Notes – Ranking and Subordination" (including the summary of such section set forth under the heading "Summary – The Offering – Ranking and Substitution") which relate to the subordination provisions of the Indenture and the Securities, which provisions are governed by and construed in accordance with the laws of Ontario and the federal laws of Canada applicable therein, insofar as such statements purport to summarize provisions of agreements or instruments, provide, in all material respects, a fair summary of such agreements or instruments.

28.	Subject to the assumptions and qualifications set out therein, the statements as to matters of the federal laws of Canada under the heading "Certain Canadian Federal Income Tax Considerations" in the Canadian Prospectus are accurate in all material respects.

29.	All payments by the Company pursuant to the Underwriting Agreement shall be made without withholding for taxes under the Income Tax Act (Canada) provided that such payments are not in respect of services rendered in Canada.

30.

No tax imposed under Part IX of the Excise Tax Act (Canada) will be payable by the Company or collectable by an Underwriter in respect of the payment of commissions as contemplated by the Underwriting Agreement to an Underwriter that is not resident of Canada, provided that such commissions are in respect of services performed by the Underwriter wholly outside of Canada and for the resale of Securities by an Underwriter to U.S. residents.

31.

No stamp duty, documentary taxes or similar taxes are payable by the Company under the federal laws of Canada or the laws of the Province of Ontario in connection with the sale and delivery of the Securities pursuant to the Underwriting Agreement to the Underwriters or the resale of Securities by an Underwriter to U.S. residents.

32.

A court of competent jurisdiction in the Province of Ontario (an "Ontario Court") would give effect to the choice of the law of the State of New York ("New York Law") in the Underwriting Agreement and the Indenture (to the extent the Indenture is governed by New York Law), provided that such choice of law is bona fide (in the sense that it was not made with a view to avoiding the consequences of the laws of any other jurisdiction) and provided that such choice of law is not contrary to "public policy", as that term is applied by an Ontario Court.  Based on the facts of which we have knowledge, in our opinion, there are no reasons under the laws of the Province of Ontario or the federal laws of Canada applicable therein for avoiding the choice of New York Law to govern the Underwriting Agreement and the Indenture (to the extent the Indenture is governed by New York Law).

33.

In an action on a final and conclusive judgment in personam for a fixed sum of money of any State or Federal Court in the Borough of Manhattan, City and State of New York (a "New York Court") that is not impeachable as void or voidable under New York Law, an Ontario Court (a) would not refuse to recognize the non-exclusive jurisdiction of the court rendering such judgment on the basis of process being served on ▇▇▇▇ ▇▇▇▇▇▇▇ Life

 

 

Insurance Company (U.S.A.) as the agent of the Company to receive service of process in the United States under the Underwriting Agreement or the Indenture provided the Company has not purported to revoke the appointment or ▇▇▇▇ ▇▇▇▇▇▇▇ Life Insurance Company (U.S.A.) has not terminated the agency or otherwise rendered service on it ineffective and (b) would give effect to the provisions in the Underwriting Agreement and the Indenture whereby the Company submits to the non-exclusive jurisdiction of a New York Court.

34.

If the Underwriting Agreement or the Indenture (to the extent the Indenture is governed by New York Law) are sought to be enforced in the Province of Ontario in accordance with New York Law, an Ontario Court would, to the extent specifically pleaded and proved as a fact by expert evidence, recognize the choice of New York Law and, upon appropriate evidence as to such law being adduced, apply such law to all issues that under the conflict of laws rules of the Province of Ontario are to be determined in accordance with the proper or general law of a contract, provided that none of the provisions of the Underwriting Agreement or the Indenture (to the extent those provisions are governed by New York Law), or of New York Law, are contrary to "public policy" as that term is applied by an Ontario Court; provided, however, that, in matters of procedure, the laws of the Province of Ontario will be applied, including the Limitations Act, 2002 (Ontario), and an Ontario Court will retain discretion to decline to hear such action if it is contrary to "public policy", as that term is applied by an Ontario Court, for it to do so, or if it is not the proper forum to hear such an action, or if concurrent proceedings are being brought elsewhere.  Based on the facts of which we have knowledge, in our opinion there are no reasons under the laws of the Province of Ontario or the federal laws of Canada applicable therein and no reasons, to our knowledge, with respect to the application of New York Law by an Ontario Court, for avoiding enforcement of the Underwriting Agreement or the Indenture (to the extent the Indenture is governed by New York Law), based on "public policy", as that term is applied by an Ontario Court.

35.

The laws of the Province of Ontario and the federal laws of Canada applicable therein permit an action to be brought in an Ontario Court on a final and conclusive judgment in personam for a fixed sum of money of a New York Court that is subsisting and unsatisfied respecting the enforcement of the Underwriting Agreement or the Indenture and that is not impeachable as void or voidable under New York Law if: (a) such judgment was not obtained by fraud or in a manner contrary to natural justice and the enforcement thereof would not be inconsistent with "public policy" as such term is applied by an Ontario Court, or contrary to any order made by the Attorney General of Canada under the Foreign Extraterritorial Measures Act (Canada) or by the Competition Tribunal under the Competition Act (Canada) in respect of certain judgments, laws and directives having effect on competition in Canada; (b) the enforcement of such judgment does not constitute, directly or indirectly, the enforcement of foreign revenue or penal laws; (c) the action to enforce such judgment is commenced within the applicable limitation period; and (d) a court rendering such judgment had jurisdiction over the Company as recognized by the courts of the Province of Ontario (in our opinion, submission under the provisions of the Underwriting Agreement and the Indenture to the non-exclusive jurisdiction of a New York Court will be sufficient for this purpose).

 

 

 

 

 

 

 

 

 

 

 

 

 

▇▇▇▇▇▇▇ ▇-▇

FORM OF OPINION OF DEBEVOISE & ▇▇▇▇▇▇▇▇ LLP

(To be delivered pursuant to Section 5(e)

of the Underwriting Agreement)

February [●], 2017

Citigroup Global Markets Inc.
▇.▇. ▇▇▇▇▇▇ Securities LLC

▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC
 as representatives of the several Underwriters
 named in Schedule II to the Underwriting Agreement

c/o Citigroup Global Markets Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇

c/o ▇.▇. ▇▇▇▇▇▇ Securities LLC

▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇

c/o Morgan ▇▇▇▇▇▇▇ & Co. LLC
▇▇▇▇ ▇▇▇▇▇▇▇▇

▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇

Manulife Financial Corporation
U.S.$[●] [●]% Subordinated Notes due 2032

Ladies and Gentlemen:

We have acted as special New York counsel to Manulife Financial Corporation, a corporation incorporated under the Insurance Companies Act (Canada) (the "Company"), in connection with the issuance and sale today by the Company of U.S.$[●] aggregate principal amount of its [●]% Subordinated Notes due 2032 (the "Securities") pursuant to the Underwriting Agreement, dated February [●], 2017 (the "Underwriting Agreement"), among the Company and each of you, as representatives of the several underwriters named therein (collectively, the "Underwriters").  The Securities will be issued pursuant to the Subordinated Indenture, dated as

 

 

of February [●], 2017 (the "Base Indenture"), between the Company, The Bank of New York Mellon, as U.S. trustee (the "U.S. Trustee"), and BNY Trust Company of Canada, as Canadian trustee (together with the U.S. Trustee, the "Trustee"), as supplemented by the First Supplemental Indenture, dated as of February [●], 2017, between the Company and the Trustee, providing for the Securities (the "Supplemental Indenture"; the Base Indenture, as supplemented by the Supplemental Indenture being referred to herein as the "Indenture"). We are delivering this letter to you pursuant to Section 5(e) of the Underwriting Agreement.

As used herein, the following terms shall have the following meanings:  The term "1940 Act" means the Investment Company Act of 1940, as amended.  The term "Prospectus" means the base prospectus, dated December 17, 2015, filed as part of the registration statement on Form F-10 of the Company (Registration No. 333-208442) (the "Base Prospectus"), as supplemented by, and together with, the prospectus supplement, dated February [●], 2017, relating to the Securities, in the form filed with the Securities and Exchange Commission pursuant to General Instruction II.L of Form F-10 (the "Prospectus Supplement").  The term "Preliminary Prospectus" means the Base Prospectus, as supplemented by, and together with, the preliminary prospectus supplement, dated February [●], 2017 (the "Preliminary Prospectus Supplement"), relating to the Securities, in the form filed with the SEC pursuant to General Instruction II.L of Form F-10.  The term "Time of Sale Information" means, collectively, the Base Prospectus, the Preliminary Prospectus Supplement and the final term sheet in the form filed with the SEC pursuant to Rule 433 under the Securities Act of 1933, as amended, and attached hereto as Schedule A.

In rendering the opinions expressed below, we have (a) examined and relied on the originals, or copies certified or otherwise identified to our satisfaction, of such agreements, documents and records of the Company and its subsidiaries and such other instruments and certificates of public officials, officers and representatives of the Company and its subsidiaries and others as we have deemed necessary or appropriate for the purposes of such opinions, (b) examined and relied as to factual matters upon, and have assumed the accuracy of, the statements made in the certificates of public officials, officers and representatives of the Company and its subsidiaries and others delivered to us and the representations and warranties contained in or made pursuant to the Underwriting Agreement and (c) made such investigations of law as we have deemed necessary or appropriate as a basis for such opinions.  In rendering the opinions expressed below, we have assumed, with your permission, without independent investigation or inquiry, (i) the authenticity and completeness of all documents submitted to us as originals, (ii) the genuineness of all signatures on all documents that we examined, (iii) the conformity to authentic originals and completeness of documents submitted to us as certified, conformed or reproduction copies, (iv) the legal capacity of all natural persons executing documents, (v) the power and authority of the Company to execute, deliver and perform its obligations under the Underwriting Agreement, the Base Indenture and the Supplemental Indenture and to execute, issue, deliver and perform its obligations under the Securities, (vi) all necessary action under the Insurance Companies Act (Canada), the laws of the Province of Ontario and the federal laws of Canada applicable therein has been taken by the Company to duly authorize its execution, delivery and performance of the Underwriting Agreement, the Base Indenture and the Supplemental Indenture and its execution, issue, delivery and performance of the Securities, (vii) the due execution and delivery of the Underwriting Agreement, the Base Indenture and the

 

Supplemental Indenture and the due execution, issuance and delivery of the Securities by the Company, in each case, under the laws of the Province of Ontario and the federal laws of Canada applicable therein, (viii) the power and authority of the Trustee to enter into and perform their respective obligations under the Base Indenture and the Supplemental Indenture, (ix) the due authorization, execution and delivery of the Base Indenture and the Supplemental Indenture by the Trustee, (x) the enforceability of the Indenture against the Trustee, (xi) the due authentication of the Securities on behalf of the U.S. Trustee in the manner provided in the Indenture, (xii) that the Underwriting Agreement, the Securities and the Indenture are valid and binding agreements of the Company under the Insurance Companies Act (Canada), the laws of the Province of Ontario and the federal laws of Canada applicable therein and (xiii) that the Underwriting Agreement is a valid and binding agreement of each of the Underwriters under the laws of the State of New York.

Based upon and subject to the foregoing and the assumptions, qualifications and limitations hereinafter set forth, we are of the opinion that:

(1)	The Underwriting Agreement has been duly executed and delivered by or on behalf of the Company, to the extent execution and delivery of the Underwriting Agreement are governed by the laws of the State of New York.

(2)

Each of the Base Indenture and the Supplemental Indenture has been duly executed and delivered by or on behalf of the Company to the extent execution and delivery of the Base Indenture and the Supplemental Indenture are governed by the laws of the State of New York. The Indenture constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms; provided that we express no opinion in this paragraph 2 as to the subordination provisions of the Indenture and the Securities, which provisions are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

(3)	The Base Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended.

(4)

The Securities have been duly executed by or on behalf of the Company, to the extent execution of the Securities is governed by the laws of the State of New York, and, when issued and authenticated on behalf of the U.S. Trustee in accordance with the terms of the Indenture and delivered to and paid for by the Underwriters today in accordance with the terms of the Underwriting Agreement, the Securities will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, and will be entitled to the benefits of the Indenture; provided that we express no opinion in this paragraph 4 with respect to the subordination provisions of the Indenture and the Securities, which provisions are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

 

 

(5)

The statements in the Prospectus under the headings "Description of the Notes" in the Prospectus Supplement and "Description of Debt Securities" in the Base Prospectus, when taken together, and the statements in the Time of Sale Information under the headings "Description of the Notes" in the Prospectus Supplement and "Description of Debt Securities" in the Base Prospectus, when taken collectively with the statements contained in the final term sheet, insofar as such statements purport to summarize certain provisions of the Indenture and the Securities, are accurate in all material respects; provided that we express no opinion in this paragraph 5 with respect to statements relating to the subordination provisions of the Indenture and the Securities, which provisions are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

(6)	The Company is not, and, on the date hereof after giving effect to the offering and sale of the Securities in the manner contemplated in the Underwriting Agreement and the Prospectus, will not be, required to be registered as an "investment company" (as defined in the 1940 Act) under the ▇▇▇▇ ▇▇▇.

(7)	Subject to the assumptions, qualifications and limitations set forth therein, the statements of United States Federal income tax law under the heading "U.S. Federal Income Tax Considerations for U.S. Holders" in the Prospectus Supplement are accurate in all material respects.

(8)

No consent or authorization of, approval by, notice to or filing with any United States Federal or New York State governmental authority is required under United States Federal or New York State law to be obtained or made on or prior to the date hereof by the Company for the execution and delivery by the Company of the Underwriting Agreement, the Base Indenture, the Supplemental Indenture and the Securities or the issuance and sale today by the Company of the Securities in accordance with the terms of the Indenture and the Underwriting Agreement, except for any consents, authorizations, approvals, notices and filings that have been obtained or made and are in full force and effect; provided that we express no opinion in this paragraph 8 with respect to United States Federal or state securities laws.

(9)

Under the laws of the State of New York relating to submission to jurisdiction, the Company has, as provided in Section 18 of the Underwriting Agreement and Section 115 of the Indenture, validly and irrevocably submitted to the non-exclusive personal jurisdiction of any state or Federal court located in the Borough of Manhattan in the City of New York in any action brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon the Underwriting Agreement or the Indenture and the transactions contemplated thereby and has validly and irrevocably appointed ▇▇▇▇ ▇▇▇▇▇▇▇ Life Insurance Company (U.S.A.) (the "Agent") for the purposes described in Section 18 of the Underwriting Agreement and Section 115 of the Indenture, and service of process effected on the Agent in the manner set forth therein will be effective to confer valid personal jurisdiction over the Company.  In rendering the foregoing opinion, we express no opinion as to whether any such court would accept such jurisdiction.

 

 

(10)

The execution and delivery by the Company of the Underwriting Agreement and the Base Indenture did not, the execution and delivery by the Company of the Supplemental Indenture will not, and the issuance and sale today by the Company of the Securities in accordance with the terms of the Indenture and the Underwriting Agreement will not, violate (a) any existing United States Federal or New York State law, rule or regulation known to us to be applicable to the Company, (b) any existing judgment, order or decree known to us to be binding upon the Company of any United States Federal or New York State court or other governmental authority, or (c) the subordinated note guarantee listed in Schedule B hereto to which the Company is a party; provided that we express no opinion in this paragraph 10 with respect to United States Federal or state securities laws

Our opinions set forth above are subject to the effects of (i) bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization and moratorium laws, and other similar laws relating to or affecting creditors' rights or remedies generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law), (iii) concepts of good faith, reasonableness and fair dealing, and standards of materiality and (iv) limitations on the validity or enforceability of indemnification, contribution or exculpation under applicable law (including court decisions) or public policy.

Without limiting the foregoing, we express no opinion as to the validity, binding effect or enforceability of any provision of the Indenture or the Securities that purports to (i) waive, release or vary any defense, right or privilege of, or any duties owing to, any party to the extent that such waiver, release or variation may be limited by applicable law, (ii) constitute a waiver of inconvenient forum or improper venue, (iii) relate to the subject matter jurisdiction of a court to adjudicate any controversy, (iv) grant a right to collect any amount that a court determines to constitute post-judgment interest or a penalty or forfeiture, (v) grant any right of set-off with respect to any contingent or unmatured obligation, (vi) maintain or impose any obligation to pay any amount in U.S. dollars, or specify any rate or method of exchange, where a final judgment concerning such obligation is rendered in another currency, or maintain or impose any obligation to pay any amount in a foreign currency, or specify any rate or method of exchange, where a final judgment concerning such obligation is rendered in U.S. dollar, or (vii) provide for liquidated damages or otherwise specify or limit damages, liabilities or remedies.  In addition, the enforceability of any provision in the Indenture or the Securities to the effect that (x) the terms thereof may not be waived or modified except in writing, (y) the express terms thereof supersede any inconsistent course of dealing, performance or usage of trade or (z) certain determinations made by one party shall have conclusive effect, may be limited under certain circumstances. Our opinions in paragraphs 2, 4 and 9 above with respect to the choice of law and choice of forum provisions of the Indenture, the Securities and the Underwriting Agreement, as the case may be, are given in reliance on, and are limited in scope to, Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York, and we express no opinion with respect to any such provision insofar as it exceeds such scope.

For purposes of the opinion set forth in paragraph 10 as to any judgment, order or decree referred to therein, we have only endeavored, to the extent we have believed necessary, to determine from lawyers currently in our firm who have performed substantive legal services for

 

the Company whether such services involved substantive attention in the form of legal representation concerning any judgment, order or decree of the nature referred to in such paragraph 10.  We have not made any other review, search or investigation, whether of any public files or records or otherwise, with respect to such opinion.

We express no opinion as to the laws of any jurisdiction other than the laws of the State of New York and the Federal laws of the United States of America, each as currently in effect, in each case that in our experience are normally applicable to transactions of the type contemplated by the Underwriting Agreement and the Indenture without regard to the particular nature of the business conducted by the Company.

The opinions expressed herein are solely for the benefit of the Underwriters and, without our prior written consent, neither our opinions nor this opinion letter may be disclosed to or relied upon by any other person, except that the Trustee may rely upon paragraphs 2, 3 and 4 of this letter as if such paragraphs were addressed to the Trustee.  This opinion letter is limited to, and no opinion is implied or may be inferred beyond, the matters expressly stated herein.  The opinions expressed herein are rendered only as of the date hereof, and we assume no responsibility to advise the Underwriters of facts, circumstances, changes in law, or other events or developments that hereafter may occur or be brought to our attention and that may alter, affect or modify the opinions expressed herein.

Very truly yours,

 

 

 

 

 

 

 

 

 

 

 

 

[Insert Final Term Sheet]

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subordinated New Note Guarantee, dated as of July 8, 2005, by Manulife Financial Corporation, in favor of the holders of certain notes or other evidence of indebtedness issued by ▇▇▇▇ ▇▇▇▇▇▇▇ Life Insurance Company ("JHLICO") on or after July 8, 2005 under its SignatureNotes program and in favor of JPMorgan Chase Bank, N.A., as trustee, under an Indenture between JHLICO and the trustee dated as of June 15, 2002, as supplemented and amended.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

▇▇▇▇▇▇▇ ▇-▇

FORM OF NEGATIVE ASSURANCE LETTER OF DEBEVOISE & ▇▇▇▇▇▇▇▇ LLP

(To be delivered pursuant to Section 5(e)

of the Underwriting Agreement)

February [●], 2017

Citigroup Global Markets Inc.
▇.▇. ▇▇▇▇▇▇ Securities LLC

▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC
 as representatives of the several Underwriters
 named in Schedule II to the Underwriting Agreement

c/o Citigroup Global Markets Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇

c/o ▇.▇. ▇▇▇▇▇▇ Securities LLC

▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇

c/o Morgan ▇▇▇▇▇▇▇ & Co. LLC
▇▇▇▇ ▇▇▇▇▇▇▇▇

▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇

Manulife Financial Corporation
U.S.$[●] [●]% Subordinated Notes due 2032

Ladies and Gentlemen:

We have acted as special New York counsel to Manulife Financial Corporation, a corporation incorporated under the Insurance Companies Act (Canada) (the "Company"), in connection with the issuance and sale today by the Company of U.S.$[●] aggregate principal amount of its [●]% Subordinated Notes due 2032 (the "Securities") pursuant to the Underwriting Agreement, dated February [●], 2017 (the "Underwriting Agreement"), among the Company and Citigroup Global Markets Inc., ▇.▇. ▇▇▇▇▇▇ Securities LLC and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, as

 

 

representatives of the several underwriters named therein (the representatives and such other underwriters, collectively, the "Underwriters").  The Securities will be issued pursuant to the Subordinated Indenture, dated as of February [●], 2017 (the "Base Indenture"), between the Company and The Bank of New York Mellon, as U.S. trustee (the "U.S. Trustee"), and BNY Trust Company of Canada, as Canadian trustee (together with the U.S. Trustee, the "Trustee"), as supplemented by the First Supplemental Indenture, dated as of February [●], 2017, between the Company and the Trustee (the "Supplemental Indenture"; the Base Indenture, as supplemented and amended by the Supplemental Indenture being referred to herein as the "Indenture"). We are delivering this letter to you pursuant to Section 5(e) of the Underwriting Agreement.

In so acting, we have reviewed the registration statement on Form F-10 (Registration No. 333-208442), as amended, of the Company filed with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933, as amended (the "1933 Act"), the Time of Sale Information (as defined below) and the final prospectus supplement, dated February [●], 2017 (the "Prospectus Supplement"), relating to the Securities, in the form filed with the SEC pursuant to General Instruction II.L of Form F-10.  As used herein, the term "Registration Statement" means such registration statement, as amended, on the date such registration is deemed to be effective pursuant to Rule 430B under the 1933 Act for purposes of liability under Section 11 of the 1933 Act of the Company and the Underwriters (which, for purposes hereof, is February [●], 2017, the "Effective Date"), including the information deemed to be a part of such registration statement as of the Effective Date pursuant to Rule 430B under the 1933 Act.  The term "Base Prospectus" means the base prospectus, dated December 17, 2015, filed as part of the Registration Statement.  The term "Preliminary Prospectus Supplement" means the preliminary prospectus supplement, dated February [●], 2017, relating to the Securities, in the form filed with the SEC pursuant to General Instruction II.L of Form F-10.  The term "Time of Sale Information" means, collectively, the Base Prospectus, the Preliminary Prospectus Supplement and the final term sheet in the form filed with the SEC pursuant to Rule 433 under the 1933 Act and attached hereto as Schedule A.  The term "Prospectus" means the Base Prospectus as supplemented by, and together with, the Prospectus Supplement.

We have reviewed and discussed the contents of the Registration Statement, the Time of Sale Information and the Prospectus with certain officers and employees of the Company and its subsidiaries, their counsel, representatives of the Company's independent accountants and representatives of the Underwriters and their counsel.  We have not ourselves checked the accuracy, completeness or fairness of, or otherwise verified, and we are not passing upon and assume no responsibility for the accuracy, completeness or fairness of, the statements contained in the Registration Statement, the Time of Sale Information or the Prospectus, or the documents incorporated by reference in any of the foregoing, and have made no independent check or verification thereof, except as and to the extent expressly set forth in paragraphs 5 and 7 of our opinion letter dated as of the date hereof addressed to you and delivered to you pursuant to the Underwriting Agreement.  We have also assumed (a) the accuracy of the representations and warranties of the Company set forth in Section 1(b) of the Underwriting Agreement that the Company meets the general eligibility requirements for use of Form F-10 under the 1933 Act and (b) that each document filed by the Company with the securities regulatory authorities in

 

 

Canada and incorporated by reference in the Registration Statement, the Preliminary Prospectus Supplement and the Prospectus conformed when so filed to the requirements of the Canadian Securities Laws (as defined in the Underwriting Agreement).

On the basis of the foregoing, we advise you as follows:

This letter is solely for the benefit of the Underwriters and, without our prior written consent, neither our beliefs nor this letter may be disclosed to or relied upon by any other

 

 

person.  This letter is limited to the matters stated herein and no views are implied or may be inferred beyond the matters expressly stated herein.  The beliefs expressed herein are rendered only as of the date hereof, and we assume no responsibility to advise the Underwriters of facts, circumstances, changes in law or other events or developments that hereafter may occur or be brought to our attention and that may alter, affect or modify the beliefs expressed herein.

Very truly yours,

 

 

 

 

 

 

 

 

 

 

 

 

▇▇▇▇▇▇▇ ▇-▇

FORM OF OPINION OF IN-HOUSE VICE PRESIDENT AND CHIEF COUNSEL

(To be delivered pursuant to Section 5(g) of the Underwriting Agreement)

Such counsel is of the opinion that the statements in the Company's annual information form dated February 9, 2017 under the caption "Government Regulation", incorporated by reference in the Time of Sale Prospectus and the Prospectuses, as amended or supplemented, if applicable, insofar as such statements constitute general descriptions of the legal and regulatory environments within which the Company and its subsidiaries operate, have been reviewed by such counsel and fairly present and summarize, in all material respects, the matters referred to therein.